EXHIBIT 5(a)

                            LA QUINTA INNS, INC.
                             112 E. Pecan Street
                         San Antonio, Texas  78299
                             September 19, 1995


La Quinta Inns, Inc.
112 E. Pecan Street
San Antonio, TX  78299-2636

                    Re:  REGISTRATION STATEMENT NO. 33-61755;
                         $100,000,000 AGGREGATE PRINCIPAL AMOUNT
                         OF SENIOR NOTES DUE 2005

Ladies and Gentlemen:

          In connection with the registration of $100,000,000
aggregate principal amount of Senior Notes due 2005 (the
"Securities") by La Quinta Inns, Inc., a Texas corporation (the
"Company"),  under the Securities Act of 1933, as amended (the
"Act"), on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") on August 11, 1995 (File No.
33-61755), as amended by Amendment No. 1 filed with the Commission
on September 7, 1995, and Amendment No. 2 filed with the
Commission on September 20, 1995  (collectively, the
"Registration Statement"), you have requested my opinion with
respect to the matters set forth below.

          In my capacity as Vice President-General Counsel of the
Company in connection with such registration, I am familiar with
the proceedings taken and proposed to be taken by the Company in
connection with the authorization and issuance of the Securities,
and for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently
proposed.  In addition, I, or members of my staff, have made such
legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise
identified to my satisfaction of such documents, corporate
records and instruments, as I have deemed necessary or
appropriate for purposes of this opinion.



La Quinta Inns, Inc.
September 19, 1995
Page 2

          In my examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me
as originals, and the conformity to authentic original documents
of all documents submitted to me as copies.

          I am opining herein as to the effect on the subject
transaction only of the internal laws of the State of Texas and I
express no opinion with respect to the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction or as
to any matters of municipal law or the laws of any other local
agencies within the State of Texas.

          Capitalized terms used herein without definition have
the meanings ascribed to them in the Registration Statement.

          Subject to the foregoing and the other matters set
forth herein, it is my opinion that as of the date hereof the
Securities have been duly authorized by all necessary corporate
action of the Company.

          I consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference to me contained
under the heading "Legal Matters."

                              Very truly yours,

                              /s/ John F. Schmutz

                              John F. Schmutz
                              Vice President-General Counsel